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How  to  Conduct  a 
Receivership 


Modern  American  Law  Lecture 


Blackstone  Inttitute,  Chicago 


HOW  TO  CONDUCT  A 
RECEIVERSHIP 


BY 

GEORGE  F.  TUCKER,  Ph.D.,  LL.B. 


One  of  a  Series  of  Lectures  Especially  Prepared 
for  the  Blackstone  Institute 


BLACKSTONE    INSTITUTE 
CHICAGO 

Copyright,  1919,  by  Blackstone  Institute 


r 

Steh 

GEORGE  FOX  TUCKER 


The  author  of  this  Lecture  has  been  a  member 
of  the  bar  for  about  forty  years.  In  this  period 
of  extensive  experience  before  the  courts  and  in 
the  practice  of  law  he  has  acquired  a  fund  of  knowl- 
edge, unusual  in  its  richness  to  those  interested  in 
legal  problems. 

Mr.  Tucker  was  born  at  New  Bedford,  Massa- 
chusetts, on  January  19,  1852.  He  received  the 
degree  of  Bachelor  of  Arts  from  Brown  Univer- 
sity at  Providence,  Rhode  Island,  in  1873,  and  his 
degree  of  Bachelor  of  Laws  at  Boston  University 
in  1875.  Subsequently,  the  degree  of  Doctor  of 
Philosophy  was  conferred  upon  him.  He  practiced 
law  in  New  Bedford  from  1876  to  1882  and  then 
removed  his  law  office  to  Boston  where  he  is  in 
practice  today. 

From  1890  to  1892,  Mr.  Tucker  was  a  member 
of  the  Legislature  of  the  Commonwealth  of  Massa- 
chusetts. In  1892,  he  was  appointed  the  Official 
Reporter  of  the  Decisions  of  the  Supreme  Court  of 
Massachusetts.  He  served  in  this  position  until  the 
year  1900. 

Mr.  Tucker  is  the  author  of  numerous  treatises 
and  articles  relating  to  the  law.  Among  the  im- 
portant are  "Testamentary  Forms  and  Notes  on 
Wills,"  and  "Manual  of  Massachusetts  Corpora- 
tions." He  is  joint  author  of  Gould  and  Tucker's 
"Notes  on  United  States  Statutes,"  and  with  Dr. 
Wilson  of  Harvard  on  "International  Law." 

Judge,  attorney  and  layman  will  find  time  sav- 
ing information  in  these  interesting  and  profitable 
pages. 


HOW  TO  CONDUCT  A 
RECEIVERSHIP 

By 
GEORGE  F.  TUCKER,  PH.D.,  LL.B. 

INTRODUCTION 

Receiverships  have  long  been  common,  and,  in  the 
case  of  commercial  embarrassments,  the  tendency 
seems  to  be  more  and  more  to  resort  to  them.  A  re- 
ceiver is  a  disinterested  person  appointed  by  the 
court  to  hold  and  manage  the  property  in  liquidation. 
While  there  are  many  occasions  for  the  appointment 
of  receivers,  as  in  the  case  of  partnerships,  railroads, 
banks,  etc.,  yet,  for  the  purposes  of  illustration,  the 
treatment  of  receivers  of  business  or  industrial  cor- 
porations alone  is  deemed  advisable  in  this  article. 


CAUSE  FOR  APPOINTMENT  OF  RECEIVER 

It  is  apparent  that  the  general  cause  for  resort 
to  a  receivership  is  the  unsound  condition  of  a  cor- 
poration or,  in  other  words,  its  inability  to  meet  its 
obligations.  The  corporation,  if  all  the  creditors 
concurred,  might  make  a  general  assignment  for  the 
benefit  of  creditors,  without  the  intervention  of  a 
court,  and  this  is  sometimes  done.  Or  it  might  go 
into  or  be  put  into  bankruptcy,  and  its  affairs  be 

5 


6  MODERN  AMERICAN  LAW  LECTURE 

liquidated  and  absolutely  -wound  up.  A  receiver- 
ship, however,  is  a  more  elastic  proceeding ;  and  the 
affairs  of  the  corporation  under  the  protection  and 
direction  of  the  court  are  more  likely,  than  in  the 
case  of  bankruptcy  proceedings,  to  be  satisfactorily 
managed  in  the  interests  of  creditors,  and  also  in  the 
interests  of  the  corporation  itself,  if  it  is  to  continue 
in  business  after  the  receivership  is  terminated. 

Receivers  are  appointed  by  Courts  of  Chancery 
or  Equity.  While  it  has  been  held  that  a  mere  cred- 
itor of  a  corporation  cannot  as  a  rule  apply  for  a 
receiver,  and  while  it  is  customary  for  a  judgment 
creditor,  after  execution  is  returned  unsatisfied,  so 
to  apply,  yet  the  tendency  is  to  appoint  a  receiver  of 
an  insolvent  corporation  on  the  petition  of  a  cred- 
itor and  sometimes  of  a  stockholder.  Sometimes  the 
petitioning  creditor  is  an  individual  or  a  partner- 
ship ;  frequently  a  bank  or  a  trust  company.  In  many 
cases  a  number  of  creditors  confer  and  agree  upon 
one  or  more  to  take  the  initiative. 

Receiverships  are  not  regarded  with  favor  by  some 
State  courts,  and  a  common  practice  in  such  cases 
and  especially,  if  the  assets  and  interests  of  the  cor- 
poration are  located  in  several  jurisdictions,  is  for  a 
foreign  creditor  to  apply  to  the  United  States  Cir- 
cuit Court.  In  Falmouth  Bank  v.  Cape  Cod  Ship 
Co.,  166  Mass.  550,  568,  the  Court  said: 

"  Generally  the  appointment  of  a  receiver  rests  in 
the  sound  discretion  of  the  court.  But  in  order  to 
justify  the  appointment  of  one  on  the  application  of 
a  creditor,  it  should  at  least  appear  that  he  has  a 
valid  claim  against  the  corporation,  that  there  are 


HOW  TO  CONDUCT  A  RECEIVERSHIP  7 

assets  applicable  to  its  payment,  and  that  he  has 
exhausted  his  legal  remedies,  or  that  the  circum- 
stances are  such  that  to  deny  the  application  would 
lead  to  a  wasting  and  loss  of  property  which  other- 
wise might  be  made  available  for  the  payment  of  the 
debts  of  the  corporation,  and  which  could  not  be 
availed  of  in  any  other  manner  so  satisfactorily  as 
by  the  appointment  of  a  receiver. " 

The  effect  of  the  appointment  of  a  receiver  is  to 
vest  in  him  the  title  to  the  property.  The  great 
weight  of  authority  favors  the  rule  that  the  court 
having  appointed  a  receiver,  and  he  having  taken 
possession  of  the  property,  no  other  court  of  co-ordi- 
nate jurisdiction  can  interfere  with  or  remove  him. 
The  general  doctrine  is  that  the  powers  of  a  receiver 
over  the  property  are  co-extensive  only  with  the  jur- 
isdiction of  the  court  making  the  appointment,  but 
courts  are  inclined  to  allow  suits  to  be  brought  by  a 
foreign  receiver,  when  they  do  not  affect  rights  of 
citizens  of  the  locality. 

While  a  receiver  is  an  officer  of  court,  he  also  is  the 
trustee  of  the  parties  in  interest.  As  already  stated 
he  must  be  entirely  independent,  and  a  shareholder 
or  one  in  any  way  interested  in  the  corporation 
directly  or  indirectly  should  not  be  appointed  re- 
ceiver. 

II 
PETITION  FOR  APPOINTMENT 

Upon  bringing  of  the  petition  the  corporation  is 
entitled  to  notice  and  a  hearing.  The  appointment 
of  a  receiver  ex  parte  is  unusual.  At  such  hearing 


8  MODERN  AMERICAN  LAW  LECTURE 

the  corporation  by  its  attorney  will  oppose  the  ap- 
pointment of  a  receiver.  However,  for  the  purposes 
of  this  article  we  will  assume  that  the  corporation 
acquiesces  in  the  appointment  of  a  receiver  as  best 
for  all  concerned.  The  petition  given  below  is 
brought  by  a  Savings  Bank  located  in  a  State  other 
than  that  in  which  the  corporation  was  organized. 
This  gives  jurisdiction  in  a  United  States  Court,  the 
amount  of  the  debt  exceeding  that  required  to  bring 
an  action  in  the  Federal  Court.  The  petition  must 
cover  all  essential  points  as  in  the  following  form : — 

DISTRICT  COURT  OF  THE  UNITED  STATES 
District  of In  Equity. 

People's  Savings  Bank 

v 
The  Fairfield  Manufacturing  Company. 

BILL  OP  COMPLAINT 

To  the  Honorable  the  Justices  of  the  District  Court  of  the 

United  States  for  the  District  of  ,  sitting  in 

Equity : — 

The  People's  Saving  Bank  complains  and  says  as  follows: — 

FIRST:     That  it,  the  plaintiff,  is  and  was  at  the  date  of 
the  commencement  of  this  suit,  a  corporation  duly  established 

under  the  laws  of  the  State  of ,  that  it  has 

and  has  had  its  principal  office  at   . . . . ,  in  said 

State,  that  it  is  a  citizen  and  resident  thereof,  and  that  in  behalf 
of  itself,  and  all  other  creditors  and  stockholders  of  the  defend- 
ant, The  Fairfield  Manufacturing  Company,  a  corporation  duly 

established  under  the  laws  of  the  State  of  , 

and  a  citizen  thereof,  who  may  hereafter  join  in  this  suit  as 
parties  and  contribute  to  the  expenses  thereof,  it  brings  this 
bill  of  complaint  against  the  defendant. 


HOW  TO  CONDUCT  A  RECEIVERSHIP  9 

SECOND :  That  the  defendant  was  before  and  at  the  time 
of  the  commencement  of  this  suit  and  is  now  a  citizen  and 

resident  of  the   State   of    ,   engaged   in   the 

manufacturing    of  cotton  cloth  and  in  the  spinning  of  yarn  in 
,  in  said  State. 

THIRD:  That  the  defendant  has  a  capital  stock  of  one 
million  dollars  ($1,000,000),  divided  into  ten  thousand  (10,000) 
shares  of  the  par  value  of  one  hundred  dollars  ($100)  each,  of 
which  two  hundred  thousand  dollars  ($200,000)  consists  of 
two  thousand  (2,000)  shares  of  preferred  stock  of  the  par  value 
of  one  hundred  dollars  ($100)  each,  issued  conformably  to,  etc., 
and  the  balance' of  eight  hundred  thousand  dollars  ($800,000) 
consists  of  eight  thousand  (8,000)  shares  of  common  stock  of 
the  par  value  of  one  hundred  dollars  ($100)  each. 

FOURTH:  That  the  defendant  is  indebted  to  the  plaintiff 
in  the  sum  of  over  two  thousand  dollars  ($2,000),  namely,  in 
the  sum  of  eight  thousand  four  hundred  dollars  ($8,400),  evi- 
denced by  the  promissory  note  of  the  defendant  for  that  amount, 
dated  August  20,  1905,  payable  to  the  plaintiff  on  demand, 
payment  of  which  has  been  demanded  by  the  plaintiff  of  the 
defendant  and  refused  by  it,  the  reason  therefor  being,  as  the 
plaintiff  is  informed  and  believes,  insufficient  funds  in  its  pos- 
session to  pay  said  note  and  also  several  other  obligations  which 
have  matured  and  upon  which  demand  has  been  made  and 
refused,  copies  of  which  notes  and  obligations  are  hereto  annexed 
marked  "A." 

FIFTH:  That  the  plaintiff  alleges  upon  information  and 
belief  that  the  defendant  has  outstanding  many  more  promis- 
sory notes  aggregating  at  least  three  hundred  thousand  dollars 
($300,000),  which  will  soon  be  due  and  payable,  and  that  upon 
their  maturity  it  will  be  unable  to  pay  the  same,  in  that  it 
has  no  money  and  no  assets  readily  controvertible  into  cash ;  and 
that  the  defendant  is  indebted  for  merchandise  purchased  for 
an  amount  exceeding  fifty  thousand  dollars  ($50,000). 

SIXTH:  That  the  defendant  is  insolvent  and  has  no  funds 
with  which  to  carry  on  its  ordinary  business. 

SEVENTH :  That  the  defendant  has  valuable  assets  in  the 
shape  of  plant,  real  estate,  machinery,  materials,  accounts 


10  MODERN  AMERICAN  LAW  LECTURE 

receivable,  etc.,  the  forced  sale  of  which  will  prove  very  disas- 
trous; that  it  has  valuable  outstanding  contracts,  the  failure 
to  fulfil  which  will  cause  great  loss  to  the  defendant,  its  cred- 
itors, and  stockholders,  and  that  great  loss  will  also  follow 
the  placing  of  attachments  upon  the  property  of  the  defendant, 
and  that  competent  persons  should  be  authorized  to  take  charge 
of  the  property  and  business  of  the  defendant,  and,  if  they  deem 
it  advisable,  to  carry  on  the  same,  subject  to  the  order  of  this 
court. 

EIGHTH:  That  while  the  real  estate  and  machinery  and 
much  of  the  merchandise  of  the  defendant  are  within  the 
jurisdiction  of  the  court,  a  good  part  of  the  personal  property 
is  situated  in  other  States,  and  that  the  same  and  the  property 
here  are  liable  to  attachment  unless  receivers  are  appointed  for 
the  equal  protection  of  all  creditors. 

The  plaintiff  therefore  prays: — 

First:  That  this  honorable  court  will  appoint  proper  and 
competent  persons  receivers  of  the  defendant  corporation  to 
collect  all  outstanding  debts  and  moneys  due  to  the  defendant 
and  also  to  take  possession  of  all  the  property,  both  real  and 
personal,  of  the  defendant. 

Second:  That  the  defendant,  its  officers,  agents,  and  servants, 
may  be  directed  by  order  or  injunction  to  deliver  up  to  said 
receivers  all  the  property,  real  and  personal,  of  the  defendant, 
including  the  stock  in  trade ;  and  also  all  moneys,  drafts,  notes, 
checks,  and  other  evidences  of  indebtedness  belonging  to  or 
due  the  defendant,  together  with  all  books  of  account,  accounts, 
vouchers,  receipts,  documents,  and  papers  of  the  defendant; 
that  the  stock  in  trade  and  other  personal  property  of  the 
defendant  may  be  sold  and  turned  into  money,  but  only  under 
the  direction  of  this  court,  and  that  they  be  authorized,  if  they 
deem  best,  to  carry  on  the  business  of  the  defendant  corporation 
until  the  further  orders  of  this  court. 

Third:  That  an  injunction  be  issued  by  this  honorable  court 
restraining  each  and  all  of  the  creditors  of  the  defendant  cor- 
poration from  attaching  on  mesne  process  or  otherwise  the 
property  of  the  defendant  corporation  till  further  order  of 
this  court. 


HOW  TO  CONDUCT  A  RECEIVERSHIP  11 

Fourth:  That  proper  subpoena  may  issue  to  the  defendant 
summoning  it  to  appear  before  this  court  and  make  answer  to 
this  bill  of  complaint. 

Fifth:  That  such  further  relief  may  be  granted  in  the  prem- 
ises as  justice  and  equity  may  require. 

People's  Savings  Bank, 

By  A.  B.,  President. 
C.  D.,  Counsel  for  Plaintiff. 

September  8,   1905. 

(Jurat  of  president  of  plaintiff — also  jurat  of  president  of 
defendant  to  the  effect  that  allegations  of  bill  are  correct  and 
that  the  defendant  cannot  raise  money  to  meet  its  obligations 
as  they  may  mature.) 

SCHEDULE  A. 
(Copies  of  Notes.) 

In  the  following  forms  the  court  headings  are 
omitted : 

APPEARANCE  AND  ANSWER 

And  now  appears  E.  F.,  as  counsel  for  the  defendant,  The 
Fairfield  Manufacturing  Company,  and,  conformably  to  the 
vote  of  its  directors,  a  copy  of  which  is  hereto  annexed,  con- 
sents that  receivers  may  be  appointed  and  that  the  decree  may 
be  made  as  prayed  for  in  the  bill.  E.  F. 

VOTE   OF  DEFENDANT'S   DIRECTORS   AUTHORIZING 
E.  F.  TO  APPEAR  FOR  DEFENDANT 

Voted  that  E.  F.,  of ,  be  and  he  is  hereby 

authorized  to  appear  as  counsel  in  the  proceedings  begun  on 
the  8th  day  of  September,  1905,  in  the  United  States  Circuit 

Court  for  the  District  of ,  for  the  appointment 

of  receivers  of  this  corporation,  and  to  assent  to  the  decree 
prayed  for. 


12  MODERN  AMERICAN  LAW  LECTURE 

III 
DECREE  APPOINTING  RECEIVERS 

The  above  petition  will  be  brought  up  before  the 
Court  and,  there  being  in  this  case  no  opposition,  the 
Judge  will  enter  an  order  or  decree.  This  order  or 
decree  invests  the  receivers  with  title  to  all  the  prop- 
erty of  the  corporation,  authorizes  them  to  take  pos- 
session of  the  same  and  to  operate  the  plants  and  con- 
tinue the  business.  The  officers  are  required  to  turn 
over  to  the  receivers  all  books,  moneys,  and  property 
under  their  control  and  to  deliver  to  them  deeds  of 
all  real  estate.  The  receivers  are  authorized  to  prose- 
cute and  defend  suits,  and  they  are  directed  to  pay 
all  amounts  due  to  employees.  Each  receiver  is 
required  to  give  a  bond.  The  creditors  of  the  Com- 
pany are  enjoined  from  attaching  or  intermeddling 
with  the  property,  and  also  the  officers  of  the  Com- 
pany, except  to  turn  over  the  property  to  the  re- 
ceivers. 

Jackson,  J.  Upon  reading  and  filing  the  verified  bill  of  com- 
plaint in  this  cause,  together  with  the  verified  affidavit  of  the 
president  of  The  Fairfield  Manufacturing  Company,  and,  on 
motion  of  C.  D.,  counsel  for  complainant,  E.  F.,  counsel  for 
defendant,  appearing  and  consenting  thereto,  it  is  ordered  by 

the  tiourt  that  G.  H.,  I.  J.,  and  K.  L.,  all  of , 

in  said  district,  be  and  they  are  hereby  appointed  receivers 
of  the  court  of  all  and  singular  the  property  of  The  Fairfield 
Manufacturing  Company  of  every  description,  and  all  moneys, 
merchandise,  manufactured  goods,  material  and  supplies,  claims 
in  action,  credits,  bonds,  stocks,  leasehold  interests,  or  operating 
contracts,  and  other"  assets  of  every  kind,  and  all  other  property, 
real,  personal,  or  mixed,  held  or  possessed  by  said  corporation, 


13 

to  have  and  to  hold  the  same  as  the  officers  of  and  under  the 
direction  of  the  court. 

The  said  receivers  are  hereby  authorized  and  directed  to  take 
immediate  possession  of  all  and  singular  the  property  above 
described,  and  to  take  possession  of  the  factories  of  said  corpo- 
ration in  the  District  of ,  and  to  operate  the 

same  and  continue  the  business  of  said  corporation. 

Each  and  every  of  the  officers,  directors,  agents,  and  servants 
of  the  said  The  Fairfield  Manufacturing  Company  are  hereby 
required  and  commanded  forthwith  upon  demand  of  the  said 
receivers  to  turn  over  and  deliver  to  such  receivers  all  books, 
moneys,  deeds,  property,  or  vouchers  for  property  under  their 
control.  The  said  Fairfield  Manufacturing  Company  and  its 
officers  are  hereby  directed  immediately  to  execute  and  deliver 
to  the  said  receivers  deeds  of  all  real  estate  now  owned  or 
possessed  by  said  corporation,  and  transfers  and  assignments 
of  all  its  property. 

Said  receivers  are  hereby  fully  authorized  to  institute  and 
prosecute  all  such  suits  as  they  may  deem  necessary,  and  to 
defend  all  such  actions  instituted  against  them  as  such  receivers, 
and  also  to  appear  in  and  conduct  the  prosecution  or  defense 
of  any*  suits  by  or  against  said  The  Fairfield  Manufacturing 
Company.  The  said  receivers  are  hereby  authorized  and 
directed  to  pay  and  discharge,  out  of  the  moneys  coming  into 
their  hands,  all  amounts  due  to  employees. 

Each  of  said  receivers  is  required  to  file  with  the  clerk  of 
the  court,  within  ten  days  from  date,  a  proper  bond  with  surety 
to  be  approved  by  the  clerk  of  this  court  in  the  penal  sum  of 
twenty  thousand  dollars  ($20,000)  for  the  faithful  performance 
of  his  duty  herein.  Said  security  may  be  in  the  form  of  separate 
bonds  and  the  surety  or  sureties  are  to  be  approved  by  the 
court. 

All  creditors  of  said  The  Fairfield  Manufacturing  Company 
are  hereby  enjoined  from  making  any  attachments  of  or  in 
any  way  meddling  with  the  property  to  be  turned  over  to  said 
receivers,  and  all  officers,  directors,  agents,  and  servants  of  said 
The  Fairfield  Manufacturing  Company  are  hereby  enjoined  and 
restrained  from  interfering  with  or  disposing  of  said  property 
in  any  way  except  to  transfer,  convey,  and  turn  over  the  same 
to  said  receivers. 


14  MODERN  AMERICAN  LAW  LECTURE 

And  it  is  further  ordered,  adjudged  and  decreed  that  the 
plaintiff  herein  is  hereby  authorized  to  apply  to  any  other 
United  States  Circuit  Court  of  competent  jurisdiction  within 
whose  jurisdiction  there  may  be  situated  any  assets  of  the  said 
The  Fairfield  Manufacturing  Company,  and  which  may  take 
ancillary  jurisdiction  of  said  cause,  for  such  order  or  orders 
in  aid  of  the  primary  jurisdiction  vested  in  said  United  States 
Circuit  Court  for  the  District  of  

By  the  Court. 
James  Brown,  Clerk. 
September  14,  1905. 


ACCEPTANCE  OF  RECEIVERS 

And  now  come  G.  H.,  I.  J.,  and  K.  L.,  and  hereby  accept  their 
appointment  by  this  honorable  court  as  receivers  of  the  property 
and  assets  of  The  Fairfield  Manufacturing  Company. 

(Signatures.) 
September  18,  1905. 


IV 
GENERAL  POWERS,  DUTIES,  ETC.,  OF  RECEIVERS 

The  above  decree  having  been  made  and  the  re- 
ceiver being  ready  to  enter  on  his  duties,  we  will  now 
briefly  consider  what  those  duties  are,  by  what  obli- 
gations he  is  bound  and  to  what  restraints  he  is  sub- 
ject. 

The  powers  of  a  receiver,  under  the  direction  of 
the  court,  are  generally  to  borrow  money,  compro- 
mise debts,  employ  counsel,  bring  actions,  make  re- 
pairs, purchase  supplies,  employ  labor,  perform  ex- 
isting contracts,  pay  taxes,  continue  the  business,  etc. 


HOW  TO  CONDUCT  A  RECEIVERSHIP  15 

It  is  to  be  remembered  that,  in  the  absence  of 
statute,  suits  cannot  be  brought  against  a  receiver 
without  the  permission  of  the  court  which  appointed 
him.  There  are  a  few  exceptions,  notably  that  of  a 
Federal  Statute,  which  provides  that  every  receiver 
appointed  by  a  United  States  Court  may  be  sued 
without  the  previous  leave  of  court.  The  same 
statute  also  provides  that  a  receiver  appointed  by  a 
United  States  Court  shall  manage  the  property  ac- 
cording to  the  requirements  of  the  valid  laws  of  the 
State  in  which  it  is  situated.  It  is  to  be  noted  that 
an  action  against  a  receiver  is  in  reality  an  action 
against  the  receivership,  or  the  funds  in  the  receiver's 
hands,  and  judgments  against  him  as  receiver  are 
payable  only  from  the  funds  in  his  hands. 

The  date  of  the  appointment  of  the  receiver  is  gen- 
erally adopted  as  the  time  when  the  rights  of  the 
parties  should  be  adjusted,  but  there  is  no  fixed  rule, 
and  in  some  cases  the  date  of  the  filing  of  the  bill  has 
been  taken  as  the  date  of  adjustment. 

An  important  matter  is  priority  of  payment  of 
claims.  These  are  determined  in  some  jurisdictions 
by  statutes,  which  recite  that  debts  due  to  the  United 
States  are  to  be  first  paid,  then  taxes  and  then  wages 
to  an  amount,  say  not  to  exceed  one  hundred  dollars. 
Courts  of  Equity  generally  place  creditors  on  an 
equality,  so  far  as  possible.  This  subject  is  treated 

in  MODERN  AMERICAN  LAW,  RECEIVERS. 

In  the  case  of  railroads,  receivers  are  authorized 
to  issue  certificates  which  are  a  first  lien  upon  the 
property,  but  these  are  rare  in  the  case  of  business 
corporations. 


16  MODERN  AMERICAN  LAW  LECTURE 


It  is  not  possible  to  treat  here  all  phases  of  the 
subject,  so  we  will  present  the  more  important  con- 
siderations. The  receivers  will  first  file  an  inventory 
and  the  following  is  offered  as  a  form : — 

RECEIVER'S  INVENTORY 

(Names),  receivers  of  The  Fairfield  Manufacturing  Company, 
present  this  report  as  an  inventory  of  the  value  of  the  property 
and  assets  of  said  company. 

(Signatures.)     Receivers. 
September  19,  1905. 

(Jurat.) 
Manufacturing  plant  and  fixtures $303,804.10 

QUICK  ASSETS 

Raw  material,  stock  in  process,  mer- 

merchandise  on  hand  and  on  road.  .$290,802.04 

Cash   4,304.02 

Accounts  receivable    135,713.25      430,819.31 


$734,623.41 

In  many  cases  a  more  elaborate  statement  may  be 
desirable. 

We  will  now  assume  that  there  are  certain  bills 
incurred  before  the  receivership  which  ought  to  be 
paid: 

PETITION  FOR  AUTHORITY  TO  PAY  BILLS  INCURRED 
BEFORE  RECEIVERSHIP 

To  the  Honorable  the  Justices,  etc. : 

Respectfully  represents  G.  H.,  I.  J.,  and  K.  L.,  appointed  by 
decree  of  this  honorable  court  entered  September  14,  1905, 
receivers  of  the  defendant  corporation,  that  they  have  qualified 


HOW  TO  CONDUCT  A  RECEIVERSHIP  17 

by  filing  bonds  as  therein  directed  and  have  assumed  their  duties 
as  such; 

That,  it  having  been  discovered  on  September  1,  1905,  that 
the  defendant  corporation  was  financially  embarrassed,  the 
directors  on  the  following  day  employed  U.  V.,  an  expert 
machinist  and  manufacturer  of  cotton,  to  examine  the  entire 
plant,  cotton  in  stock  and  in  process,  finished  goods,  waste,  etc., 
and  ascertain  the  value  and  amount  thereof,  and  also  "W.  X.,  an 
expert  accountant,  to  examine  the  books  of  the  corporation  and 
ascertain  the  items  and  amount  of  bills  and  notes  and  bills 
payable  and  receivable; 

That,  on  September  8,  1905,  a  bill  was  filed  in  this  court  for 
the  appointment  of  receivers,  and  thereafter  receivers  were 
appointed  by  decree  of  September  14,  1905;  that  on  September 
16,  1905,  the  said  U.  V.  and  W.  X.  made  their  reports,  which 
were  availed  of  by  the  receivers  and  have  proved  of  great 
assistance  to  them,  providing  a  serviceable  basis  for  a  receiver's 
inventory;  and  the  amount  of  the  bills  are  as  follows:  U.  V., 
$203.04;  W.  X.,  $190.17;  which  amounts  cannot  be  paid  by 
the  corporation,  as  its  property  passed  into  the  hands  of  re- 
ceivers before  the  completion  of  the  work  of  said  U.  V.  and 
W.  X. 

Wherefore  the  said  receivers  pray  that  this  court  will  author- 
ize them  to  pay  said  amounts  of  $203.04  to  U.  V.  and  $190.17 
to  W.  X.  from  the  funds  in  their  possession. 

C.  D.,  of  Counsel  for  the  Receivers. 

September  19,  1905. 

ORDER  OF  COURT 

Jackson,  J.  This  matter  coming  on  to  be  heard  on  petition 
of  (names),  receivers  of  The  Fairfield  Manufacturing  Company, 
appointed  in  the  above  entitled  action,  and  on  reading  and  filing 
the  said  petition, 

It  is  hereby  ordered  that  the  prayer  thereof  be  granted,  and 
that  said  receivers  be  and  they  hereby  are  authorized  and 
empowered  to  pay  the  following  persons  the  amounts  set  against 
their  names  respectively  for  services  rendered  in  the  matters 
set  forth  in  the  petition,  viz.:  U.  V.,  $203.04,  and  W.  X., 
$190.17.  By  the  Court, 

September  19,  1905.  James  Brown,  Clerk. 


18  MODERN  AMERICAN  LAW  LECTURE 

Now  follow  petitions  and  decrees  common  in  most  cases: 

PETITION  BY  RECEIVERS  FOR  AUTHORITY  TO  SELL 
RAW  MATERIAL 

To  the  Honorable  the  Justices,  Etc.: 

Respectfully  represent  (names),  receivers  of  the  defendant 
corporation,  that  they  find  among  the  assets  thereof  a  quantity 
of  raw  material,  which,  in  their  judgment,  it  is  inexpedient  to 
manufacture,  that  the  same  should  be  sold  in  its  present  condi- 
tion, that  they  have  received  from  the  firm  of  Johnson  &  Jones, 

of  ,  an  offer  therefor,  which  they  believe  to 

be  reasonable,  a  copy  of  which  is  hereto  annexed,  and  that  unless 
said  offer  is  accepted  it  will  be  impossible  for  your  petitioners 
to  realize  on  the  raw  material  so  large  a  price  as  is  contained  in 
said  offer,  and  the  conversion  of  the  same  into  cash  will  cause 
delay  and  will  be  attended  by  expense. 

Wherefore  your  petitioners  pray  that  they  may  be  authorized 
to  accept  said  offer  and  enter  into  a  contract  with  said  Johnson 
&  Jones  embodying  the  provisions  thereof. 

C.  D.,  of  Counsel  for  the  Receivers. 
September  20,  1905. 

(Annex  original  copy.) 

ORDER  OF  NOTICE 

Jackson,  J.  Upon  the  petition  of  (Names)  receivers  of  The 
Fair-field  Manufacturing  Company,  filed  September  20,  1905, 
praying  for  authority  to  accept  an  offer  of  Johnson  &  Jones 

of  for  the  purpose  of  certain  raw  material  in 

their  lands,  and  to  enter  into  a  contract  with  said  Johnson  & 
Jones  embodying  the  provisions  of  said  offer. 

It  is  ordered  that  the  petitioners  give  notice  to  all  creditors 
of  said  The  Fairfield  Manufacturing  Company  to  appear  before 
this  court  on  Wednesday,  the  tenth  day  of  November,  1905,  at 
ten  o'clock  in  the  forenoon,  to  show  cause,  if  any  they  have, 
why  the  prayer  of  the  petition  should  not  be  granted,  by  pub- 
lishing an  attested  copy  of  this  order  three  times,  the  last  pub- 
lication to  be  one  week  before  the  day  of  hearing,  in  the 
Daily  Telegraph,  a  newspaper  published  in  the 


HOW  TO  CONDUCT  A  RECEIVERSHIP  19 

city  of  ,  and  by  mailing  forthwith  to  all  known 

creditors  of  said  corporation  a  printed  copy  of  this  order. 

By  the  Court, 
James  Brown,  Clerk. 
September  21,  1905. 

AFFIDAVIT  OF  SERVICE  OF  NOTICE 

The  order  of  notice,  a  copy  of  which  is  annexed  hereto,  has 
been  served  as  therein  ordered  by  mailing  a  printed  copy  of 
the  order  to  all  known  creditors  of  The  Fairfield  Manufactur- 
ing Company,  on  September  22,  1905,  and  by  publishing  an 
attested  copy  of  the  order  in  the  Daily  Tele- 
graph upon  October  20,  October  27,  and  November  3,  1905. 

C.  D.,  Of  counsel  for  the  Receivers. 

(Jurat.) 
(Annex  copy  of  order  of  notice.) 

DECREE 
November  10,  1905 

Jackson,  J.  This  cause  came  on  to  be  heard  this  day  upon 
the  petition  of  (names),  receivers  of  The  Fairfield  Manufactur- 
ing Company,  filed  September  20,  1905,  praying  for  authority 

to  accept  an  offer  of  Johnson  &  Jones  of ,  which 

offer  is  annexed  to  the  said  petition,  and  it  appearing  to  the 
court  that  due  and  sufficient  notice  of  the  filing  of  said  petition 
and  the  hearing  to  be  held  thereon  has  been  given  to  all  known 
creditors  of  said  The  Fairfield  Manufacturing  Company,  and 
after  hearing  the  evidence  in  support  of  the  allegations  in  said 
petition,  and  after  hearing  counsel  for  the  petitioners  in  sup- 
port thereof,  and  no  one  appearing  and  objecting  thereto,  and 
it  appearing  to  the  court  that  it  is  for  the  best  interests  of  all 
creditors  of  said  The  Fairfield  Manufacturing  Company  and  all 
parties  interested  in  said  cause  upon  motion  of  C.  D.,  counsel 
for  the  petitioners: — 

It  is  hereby  ordered,  adjudged,  and  decreed  that  (names), 
as  said  receivers  of  The  Fairfield  Manufacturing  Company,  be 
authorized  to  accept  the  offer  of  said  Johnson  &  Jones,  which 
appears  annexed  to  the  petition  of  the  said  receivers,  filed 
September  20,  1905,  and  to  enter  into  a  contract  with  the  said 


20 

Johnson  &  Jones  as  such  receivers  to  carry  out  the  provisions 
of  such  offer,  and  to  do  and  perform  all  things  required  upon 
their  part  for  the  performance  and  fulfilment  of  said  accepted 
offer  and  contract  made  under  authority  of  this  decree. 

By  the  Court, 
James  Brown,  Clerk. 

PETITION  OF  RECEIVERS  FOR  AUTHORITY  TO  PAY 
INTEREST  ON  MORTGAGE 

To  the  Honorable  the  Justices,  Etc.: 

Respectfully  represent  (names),  receivers  of  the  defendant 
corporation,  that  a  portion  of  the  land  and  buildings  owned 
and  used  by  The  Fairfield  Manufacturing  Company,  of  which 
your  petitioners  have  taken  possession  as  receivers  under  the 
decree  of  the  court  dated  September  14,  1905,  for  the  manu- 
facturing of  cotton  cloth  and  for  the  spinning  of  yarn,  for- 
merly belonging  to  one  Henry  Jacobs  of ,  who  sold 

and  conveyed  the  same  to  said  The  Fairfield  Manufacturing 
Company,  July  19,  1904,  the  deed  being  recorded  with 

,  Registry  of  Deeds,  Book  19,000,  Page  91 ;  that 

there  has  been  a  mortgage  upon  said  land  and  buildings  given 

by  said  Jacobs  to  the  Thurman  Savings  Bank  of , 

a  corporation  duly  established  by  law,  upon  which  there  was 
due  the  sum  of  One  Hundred  Thousand  Dollars  ($100,000)  ; 
that  the  debt  so  secured  by  the  said  mortgage  was  assumed  by 
said  The  Fairfield  Manufacturing  Company  at  the  time  of  the 
sale  and  conveyance  from  the  said  Jacobs,  and  that  said  The 
Fairfield  Manufacturing  Company  has  ever  since  paid  the  in- 
terest upon  said  debt  as  it  has  fallen  due ;  that  the  debt  secured 
by  the  mortgage  is  evidenced  by  a  promissory  note,  dated  March 
20,  1902,  payable  to  the  Thurman  Savings  Bank  or  order  on 
demand  with  interest  after  six  months  at  the  rate  of  five  per 
cent,  per  annum;  that  upon  said  note  the  said  savings  bank 
has  always  demanded  and  received  interest  for  a  period  of  six 
months  in  advance;  that  upon  September  20,  1905,  since  the 
appointment  of  your  petitioners  as  receivers,  the  period  for 
which  the  interest  upon  said  note  had  been  prepaid  expired, 
and  the  said  savings  bank  has  made  a  demand  upon  your  peti- 
tioners as  receivers  either  to  pay  the  principal  of  said  note  or 


HOW  TO  CONDUCT  A  RECEIVERSHIP  21 

to  pay  the  sum  of  Twenty-five  Hundred  Dollars  ($2,500),  being 
six  months'  interest  in  advance  from  said  September  20,  1905; 
that  the  said  savings  bank  intends,  as  your  petitioners  are 
informed  and  believe,  to  apply  to  this  honorable  court  for  leave 
to  foreclose  its  said  mortgage  unless  interest  is  paid  in  advance 
as  aforesaid,  or  unless  the  amount  of  the  principal  and  overdue 
interest  is  paid  upon  demand;  that  in  the  judgment  of  your 
petitioners  it  is  expedient  and  for  the  best  interests  of  all  the 
creditors  of  said  The  Fairfield  Manufacturing  Company  that 
that  portion  of  the  plant,  being  the  land  and  buildings  afore- 
said, should  be  operated  for  six  months  and  perhaps  for  a  longer 
period  to  the  end  that  your  petitioners  may  dispose  of  the  same 
and  the  rest  of  the  property  of  the  company  at  a  more  advan- 
tageous figure,  the  trade  and  customers  of  the  company  be 
retained  and  the  same  of  the  entire  plant  and  assets  as  a  going 
concern  be  made  possible. 

Wherefore  your  petitioners  pray  that  they  may  be  author- 
ized to  pay  forthwith  out  of  the  funds  now  in  their  hands,  being 
the  assets  of  said  The  Fairfield  Manufacturing  Company 
derived  from  the  collection  of  its  debts  and  the  sale  of  its 
products,  the  sum  of  Twenty-Five  Hundred  Dollars  ($2,500) 
to  the  said  Thurman  Savings  Bank,  being  six  months'  interest 
in  advance  upon  a  note  of  One  Hundred  Thousand  Dollars 
($100,000)  from  September  20,  1905,  and  to  secure  from  said 
Thurman  Savings  Bank  some  stipulation  which  will  give  to 
your  petitioners  as  receivers  the  right  to  continue  to  occupy 
and  operate  the  said  portion  of  the  plant  subject  to  the  mort- 
gage of  the  said  Savings  Bank  without  interference  by  demand 
for  payment  and  by  foreclosure  of  the  said  Savings  Bank,  for 
said  period  of  six  months. 

C.  D.,  Of  counsel  for  the  Receivers. 

September  25,  1905. 

(Order  of  notice  and  affidavit  of  service.) 

DECREE  ON  PETITION  OF  RECEIVERS  TO  PAY  INTER- 
EST ON  MORTGAGE 

November  13,  1905 

Jackson,  J.  This  cause  came  on  to  be  heard  upon  November 
13,  1905,  upon  the  petition  of  (names),  receivers  for  The  Fair- 


22  MODERN  AMERICAN  LAW  LECTURE 

field  Manufacturing  Company,  filed  September  25,  1905,  pray- 
ing for  authority  to  pay  to  the  Thurman  Savings  Bank,  out  of 
funds  of  the  defendant  corporation  now  in  their  hands,  the  sum 
of  Twenty-five  Hundred  Dollars  ($2,500)  for  interest  for  six 
(6)  months  from  September  20,  1905,  upon  a  debt  secured  by 
a  mortgage  upon  certain  land  and  buildings,  property  of  the 
defendant  corporation,  and  it  appearing  that  the  notice  of  the 
hearing  upon  this  petition  has  been  given  to  all  creditors  of 
said  The  Fairfield  Manufacturing  Company,  as  appears  from 
the  return  of  an  order  of  notice  filed,  and  no  one  appearing  to 
object  thereto,  and  after  hearing  evidence  in  support  of  the 
allegations  in  said  petition,  it  appearing  to  the  court  that  the 
allegations  in  said  petition  are  true,  and  that  it  is  expedient 
and  for  the  best  interests  of  all  parties  concerned  that  the  prayei 
of  the  petition  be  granted,  upon  motion  of  C.  D.,  counsel  for  the 
petitioners : — 

It  is  hereby  ordered,  adjudged  and  decreed  that  (names), 
receivers  of  The  Fairfield  Manufacturing  Company,  pay  out 
of  funds  now  in  their  hands  or  coming  into  their  hands  belong- 
ing to  the  said  defendant  company  the  sum  of  Twenty-Five 
Hundred  Dollars  ($2,500),  interest  for  six  months  from  Sep- 
tember 20,  1905,  upon  a  debt  from  said  defendant  company  to 
said  Thurman  Savings  Bank,  secured  by  a  mortgage  upon  a 
certain  portion  of  land  and  buildings  the  property  of  the  de- 
fendant company,  upon  receiving  from  the  said  savings  bank 
due  and  sufficient  authority  to  continue  the  occupation  of  said 
premises  covered  by  the  mortgage,  without  interference  by  fore- 
closure or  otherwise,  during  the  period  for  which  said  interest 
is  paid. 

By  the  Court, 
James  Brown,  Clerk. 

PETITION  FOR  DECREE  FOR  PROOF  OF  CLAIMS 

To  the  Honorable  the  Justices,  Etc. : 

Respectfully  represent  (names),  receivers  of  the  property 
and  assets  of  The  Fairfield  Manufacturing  Company,  that,  hav- 
ing taken  possession  of  said  property  and  assets,  and  having 
proceeded  to  collect  the  assets  and  reduce  the  same  to  cash,  they 
find  it  necessary  that  this  honorable  court  should  order  and 


HOW  TO  CONDUCT  A  RECEIVERSHIP  23 

direct  all  creditors  of  said  company  to  present  and  prove  their 
claims ; 

Wherefore  they  pray  that  the  court  will  issue  its  order  direct- 
ing all  creditors  of  said  company  to  present  their  claims  against 
its  assets,  verified  by  affidavit,  to  your  petitioners,  as  receivers, 
or  to  any  one  or  more  of  them,  on  or  before  May  1,  1906,  and 
that  all  creditors  who  do  not  file  their  claims  within  said  time 
specified  shall  be  barred  from  participating  in  the  distribution 
of  the  assets  of  said  company  under  the  directions  of  this  court, 
unless  the  court  for  good  cause  shown  shall  otherwise  order ;  and 
that  your  petitioners  as  receivers  be  authorized  and  empowered 
to  make  such  general  rules  and  directions  as  to  the  manner  and 
form  of  proving  claims  as  they  shall  deem  expedient  and  proper. 

By  their  attorney, 

November  14,  1905.  C.  D. 

DECREE  ON  PETITION  TO  PROVE  CLAIMS 
November  14,  1905 

Jackson,  J.  This  cause  came  on  to  be  heard  on  November  14, 
1905,  upon  the  petition  of  (names),  receivers  of  the  property 
and  assets  of  The  Fairfield  Manufacturing  Company,  filed  this 
day,  praying  that  the  court  enter  a  decree  ordering  and  direct- 
ing all  creditors  of  said  company  to  prove  their  claims  in  such 
manner  and  within  such  time  as  to  the  court  shall  seem  proper ; 
and  it  appearing  to  the  court  that  such  a  decree  is  expedient 
and  necessary,  and  upon  motion  of  C.  D.,  counsel  for  the 
receivers : — 

It  is  ordered,  adjudged,  and  decreed  that  all  creditors  of  and 
claimants  against  said  The  Fairfield  Manufacturing  Company 
present  their  claims  against  said  corporation,  verified  by  an 
affidavit,  to  said  receivers,  or  to  any  one  or  more  of  them,  in 
such  form  and  subject  to  such  general  directions  as  said  re- 
ceivers may  determine,  on  or  before  the  first  day  of  May,  1906 ; 
and  that  all  persons  or  corporations  whose  claims  are  not  pre- 
sented in  the  manner  and  within  the  time  prescribed  shall  be 
barred  from  participation  in  the  distribution  of  the  assets  in 
*he  hands  of  the  said  receivers  under  the  directions  of  this  court, 
onless  the  court  for  good  cause  shown  shall  otherwise  order. 


24  MODERN  AMERICAN  LAW  LECTURE 

It  is  further  ordered,  adjudged,  and  decreed  that  the  receivers 
give  notice  of  this  order  by  publishing  an  attested  copy  thereof 

in  the   Daily  Telegraph,  a  newspaper  published 

in ,  at  least  once  a  week  for  six  successive  weeks, 

and  by  rifailing  forthwith  to  all  known  creditors  of  said  com- 
pany a  printed  copy  of  this  order. 

By  the  Court, 
James  Brown,  Clerk. 

(Order  of  notice  and  affidavit  of  service.) 


PETITION  TO  PAY  SMALL  CLAIMS 

To  the  Honorable  the  Justices,  Etc. : 

Respectfully  represent  (names),  the  receivers  of  The  Fair- 
field  Manufacturing  Company,  that  the  condition  of  the  assets 
and  property  is  such  that  it  would  seem  that  the  debts  of  the 
company  will  be  ultimately  paid  in  full,  and  that  the  surplus 
will  be  sufficient  for  a  dividend  upon  the  preferred  stock  of 
said  company;  that  among  its  creditors  is  a  large  class  to  the 
number  of  114  whose  claims  do  not  amount  to  the  sum  of  ten 
dollars  each,  and  the  aggregate  of  said  claims  does  not  exceed 
the  sum  of  seven  hundred  dollars;  that  it  will  greatly  aid  the 
settlement  of  the  estate  if  the  receivers  are  authorized  to  pay 
and  discharge  said  claims  at  once  and  that  said  action  will  also 
inure  to  the  Denefit  of  the  other  creditors  and  the  preferred 
stockholders. 

Wherefore  the  receivers  pray  that  the  court  will  authorize 
them  to  pay  and  discharge  all  claims  against  said  corporation 
which  do  not  exceed  the  amount  of  ten  dollars  each. 

(Signatures.) 
November  15,  1905. 

(Jurat.) 

If  there  are  only  a  few  owners  of  preferred  shares, 
they  may  sign  a  paper  like  the  following : — 

We,  the  undersigned  owners  of  all  the  shares  of  the  preferred 
stock  of  The  Fairfield  Manufacturing  Company,  hereby  consent 


HOW  TO  CONDUCT  A  RECEIVERSHIP  25 

to  the  granting  of  the  petition  of  the  receivers  for  the  payment 
of  claims  not  exceeding  ten  dollars  each. 

(Signatures  with  amount  of  shares  owned  set  against  respect- 
ive names.) 


DECREE  ON  PETITION  TO  PAY  CLAIMS  NOT  EXCEED- 
ING TEN  DOLLARS  EACH 

November  15,  1905 

Jackson,  J.  Upon  petition  of  (names),  receivers  of  The  Fair- 
field  Manufacturing  Company,  praying  for  authority  to  pay 
claims  not  exceeding  Ten  Dollars  ($10)  each  in  value,  it  appear- 
ing to  the  court  that  the  allegations  in  said  petition  are  true, 
and  that  it  is  for  the  best  interests  of  all  parties  concerned  that 
the  prayer  of  the  petition  be  granted,  it  is  hereby  ordered,  ad- 
judged, and  decreed  that  said  receivers  pay  out  of  the  funds 
now  in  their  hands  or  coming  into  their  hands  belonging  to  the 
said  defendant  company  all  claims  against  said  company  which 
may  be  proved  to  the  satisfaction  of  said  receivers  not  exceed- 
ing in  amount  the  sum  of  ten  dollars  each,  and  the  whole  sum 
to  be  paid  under  this  order  by  the  receivers  not  to  exceed  the 
sum  of  seven  hundred  dollars,  without  further  order  of  the 
court. 

By  the  Court, 
James  Brown,  Clerk. 

Other  matters  treated  by  petition,  order  of  notice, 
affidavit  of  service,  decree,  etc.,  are  compromise  of 
claims,  report  of  receivers  upon  collection  of  assets 
and  conversion  into  cash,  application  for  allowance 
of  receivers'  compensation  and  counsel  fees,  payment 
of  dividends,  report  upon  proof  of  claims  and  as  to 
savings  bank  mortgage  and  decree  thereon,  ancillary 
proceedings  in  another  jurisdiction,  and  reference 
in  that  jurisdiction  to  and  report  by  master,  allow- 
ance of  account,  etc. 


26  MODERN  AMERICAN  LAW  LECTURE 

VI 

TERMINATION  OF  RECEIVERSHIP  AND  DISCHARGE 
OF  RECEIVERS 

Upon  the  termination  of  the  duties  of  the  receivers 
they  will  obtain  their  discharge,  after  petition  to  the 
court,  order  of  notice,  affidavit  of  service,  etc. 

The  above  proceedings  are  largely  taken  from  an 
actual  case.  It  will  be  noticed  that  in  the  petition  to 
pay  small  claims,  it  is  stated  that  the  debts  would 
ultimately  be  paid  in  full,  and  that  the  surplus  would 
be  sufficient  for  a  dividend  upon  the  preferred  shares. 
In  thise  case  an  arrangement  was  made  for  the  re- 
habilitation of  the  corporation.  This  was  accom- 
plished by  the  reduction  of  capital  equivalent  to  the 
loss  causing  its  insolvent  condition,  and  then  the 
increase  of  capital  to  an  amount  equal  or  nearly  equal 
to  the  loss.  A  petition  was  presented  to  the  Court 
which  concluded  as  follows:  — 

"Wherefore  said  receivers  submit  herewith  the  account  of 
their  doings  and  pray  that  the  same  may  be  approved  and  for 
their  discharge;  and  that  due  transfer  of  assets  by  them  to  the 
said  corporation  may  be  authorized,  and  that  these  proceedings 
may  be  discontinued." 


r  lorJ  \ 


BINDER 
Syracuse,  N.Y. 
Stockton,  Calif. 


DC  SOUTHERN  REGIONAL  LIBRARY  FACILITY 


A     000696611     3 


305  De  Neve  Drtw^'fartc''  UBRARY  FACILITY 


2005 
SRLF 
2  WEEK  LOAN 


